Preview | Distribution Agreement |

Eaton Corporation, an Ohio corporation (the Company), proposes to issue and sell from time to time its Medium-Term Notes (the Securities) in an aggregate amount up to the amount of debt securities registered under the Registration Statement (as defined in Section 1(a) hereof), together with such amount of the Companys debt securities subsequently registered under the Securities Act of 1933, as amended (the Act), as the Company shall, by notice to the Agents, make subject to this Agreement, but reduced by the aggregate amount of debt securities so registered to be or that have been sold otherwise than pursuant to this Agreement or any Terms Agreement and agrees with each of you (individually, an Agent, and collectively, the Agents) as set forth in this Agreement.

Subject to the terms and conditions stated herein and to the reservation by the Company of the right to sell Securities directly on its own behalf, the Company hereby (i) appoints each Agent as an agent of the Company for the purpose of soliciting and receiving offers to purchase Securities from the Company pursuant to Section 2(a) hereof and (ii) agrees that, except as otherwise contemplated herein, whenever it determines to sell Securities directly to any Agent as principal, it will enter into a separate agreement (each, a Terms Agreement), substantially in the form of Annex I hereto, relating to such sale in accordance with Section 2(b)

hereof. This Distribution Agreement shall not be construed to create either an obligation on the part of the Company to sell any Securities or an obligation of any of the Agents to purchase Securities as principal.

The Securities will be issued as senior securities under an indenture, dated as of April 1, 1994 (the Indenture), between the Company and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), Trustee (the Trustee). The Securities shall have the maturity ranges, interest rates, redemption provisions, if any, and other terms set forth in the Prospectus referred to below as it may be amended or supplemented from time to time. The Securities will be issued, and the terms and rights thereof established, from time to time by the Company in accordance with the Indenture.

1. The Company represents and warrants to, and agrees with, each Agent that:

(a) A registration statement (No. 333-106764), including a prospectus, relating to debt securities, preferred shares, common shares and warrants of the Company has been filed with the Securities and Exchange Commission (the Commission) and has become effective. The various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, but excluding Form T-1, each as amended at the time such part of the registration statement became effective, are hereinafter collectively referred to as the Registration Statement, and the prospectus included in such Registration Statement (including, if applicable, any prospectus supplement) relating to the Securities, including all documents incorporated therein by reference pursuant to the applicable form under the Act, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), or as otherwise amended or supplemented pursuant to the Act or by any supplement that sets forth the terms of a particular issue of the Securities (a pricing supplement), are herein referred to collectively as the Prospectus, except that if any revised prospectus shall be provided to the Agents by the Company for use in connection with the offering of Securities which is not required to be filed by the Company pursuant to Rule 424(b) of the regulations of the Act, the term Prospectus shall refer to such revised prospectus from and after the time it is first provided to the Agents for such use; the Registration Statement has been declared effective by the Commission and no stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission;

(b) The documents incorporated by reference in the Registration Statement and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus, or any further amendment or supplement thereto, when such

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